All the City Lights Look Like Stars
by Wolfsong6913
Summary: Sometimes, all Peni hears is the noise and babble of everyone talking at once. Sometimes, she just needs to strike out on her own, and be herself.


Another day, another villain defeated. Peni looked down through the screen at the rubble and remains, and watched the unresponsive body of the latest evil-doer being towed away and loaded in the back of a police van - one from SP/dr's fleet. He would likely face a life sentence for his crimes - maybe even death.

"Good job, Peni!" Aunt Mai's voice chirped through the comm. "You ready to return to base now?"

"I'll get the system ready to clean the mech," one of the assistants said.

"Peni, remember to take the van back this time," an intern spoke up. "When you take the mag-lev, we can't track you."

"Peni - "

"Can you please be quiet?" she burst out abruptly. She cradled her throbbing head in her hands, turning her eyes away from the lights and movement outside.

The voices cut off immediately, but only for an instant.

"Are you feeling alright, Peni?" Aunt Mai asked anxiously. "We can set up the medbay for you!"

"Did you hit your head?"

"Do you need immediate assistance?"

"Do you - "

Peni lunged forward, and slapped the override button to turn the comm off.

Blessed silence greeted her ears.

With a sigh, Peni slumped forward, and buried her face in her folded arms, the metal dash cool against her heated skin.

_I'm so tired,_ she said silently to her spider.

A slow wave of comfort curled over her through their link.

_I just want to stop. Just for a little while. I need everyone to stop._

An image was offered to her, just the two of them, alone, sitting on a rooftop, looking up.

_Stargazing? How could that help anything?_

The image was presented again, with extra emphasis on the fact that they were alone.

Peni breathed in through the silence, and looked down at the men and women below. They were beginning to swarm in her direction, yelling into comms and barking orders to each other. Base must have told them Peni had turned off her comm. Peni looked at their waving hands and open mouths, saw them trying to call to her, bring her down, tell her what she should have done -

"Let's go," she whispered, and with a gentle nudge on the controls, SP/dr sent up a line and swung away.

Peni gazed up through the screen as they shot towards the sky at exhilarating velocity. She sucked in a sharp breath of wonder as gravity pulled them down, the ground rushing up, up - then receding as they raced up again towards the sky. Reaching up, she cracked open the hatch and breathed in the sharp, cool night, wind whipping her hair about her face. Despite the smoky scent and texture, it reminded her of her first night over _there,_ crouching on Noir's shoulders as they made their way, as subtly as possible, to Aunt May's. Her first taste of swinging under your own power, with no mechs to block the wind, and no comm chatter to yell out suggestions and orders.

She breathed in the wind of possibilities, and looked up. Silver points of light glittered down at her, far brighter, and more beautiful than the mechanical illumination of the city.

_Let's go try some solo vigilantism,_ she said silently. _I've always wanted to strike out on my own. _

Aunt Mai and Uncle Ben's faces rose up in her mind, their voices ringing accusingly in her memory. "_You're still a child, Peni - don't push yourself too hard - you're not as strong as you can be yet - "_

Peni pushed the images away crossly. _Don't be like that,_ she snapped. _I'm a spider-person too - I can manage fine! _ She leaned hard on the controls, curving their swinging fall around in a half circle. Now scanning the ground as they flew through the city, she patted the dash. _Don't worry so much._

The streets below still whirred with activity. Peni watched the mag-lev trains zipping along their tracks, criss-crossing under and over the layers of roads where cars and trucks whizzed towards their destinations. The shining silver of magnetised roads gleamed under the street lights, little bobbing balls of pure brilliance hovering over their assigned places.

But as SP/dr moved out towards the edges, the lights dimmed, the city growing older as she watched. The silver roads melted into cracked asphalt, lit only occasionally by creaking, ancient lamps planted in the ground. Fewer people ventured out, and those who did moved in scattered clumps, darting fearfully between pools of light. Peni gazed down at them, and watched Sp/dr's shadow as they passed overhead, still searching for signs of danger.

A sudden whirl of movement caught her attention, and she jerked the mech to a halt, swaying from a rooftop. _Quick! Magnify, lower left corner of the screen!_

The image expanded itself obediently, and Peni stared at the footage as a trio of tall, tough-looking men surrounded an elderly lady, who was clearly terrified.

_Down there!_ Peni commanded. _Hurry!_

SP/dr fell from the building, and landed with a loud _crunch_ behind the cluster of people, at the mouth of the alley. The men jerked around, and stared in stunned belief, their mouths falling wide open. The animated face on the front of the mech morphed into a ferocious scowl, and SP/dr stepped closer, the mech's metal claws scraping menacingly against the asphalt.

The pair of men on the edges looked nervously to the center man for instruction. The man - the tallest of the three, with a disproportionately bushy beard to match, scowled, and threw down his weapon.

"Screw this," he snarled. "It isn't worth facing SP/dr!"

His two followers were quick to follow suit, and the three men dived beneath SP/dr's legs, and fled from the alley.

Peni opened the mech's hatch, and leapt down, hurrying over to the old lady's side.

"Are you alright, ma'am?" she asked anxiously. "They didn't hurt you, did they?"

"My goodness," the lady murmured, clutching her purse to her chest. "A child! I heard the rumors, but - oh! How old are you, child?"

"I am one third of the team of SP/dr, ma'am," Peni said, a little stiffly, resenting - and ignoring - the comment about her age. She might be the youngest Spider-person she knew of - not the shortest at least, that honor was reserved for Ham - but that didn't make her any less capable. "Would you like me to escort you home?" she asked instead, offering her arm to the old lady.

"Why, that would be very kind, thank you dear," the lady beamed, taking her proffered arm. "It's only a few blocks down - I was almost home when those ruffians accosted me. Thank goodness you came when you did!"

Peni tuned the lady's chattering out for a moment, and focused on her link connecting her to her spider. _You'll have to stay here for a minute - no way can she keep up with us._

A feeling of worry for her safety and distaste for their separation flowed down the link, complete with the faces of the three men who had fled the scene.

_You worry too much. I'll be fine. _Out loud, Peni said, "This way, ma'am?" and began to guide the lady out of the alley and down the street.

The lady chattered on about her children, her grandchildren, how young Peni was, how brave she was, how much she had respected her father's work, and on and on and on. Peni was relieved when the lady gestured grandly at a dilapidated apartment complex, and claimed it to be her home.

"Stay safe, ma'am," Peni advised as the lady mounted the steps. "Stay inside for the rest of the night, okay?"

"Don't you worry, duckling," the lady called back. "I've learned my lesson!"

Peni bowed politely as the old lady stepped through the door and vanished from sight. Sh stood there for a moment longer, watching the silent structure, before turning to go. She had hardly gone more than ten feet before a large man with an even larger bushy beard, stepped out from the shadows to block her path.

"Look at the little spider," he sneered to the two men behind him. "All alone."

With a sick feeling of horror, Peni recognised him as the mugger who had fled when SP/dr appeared. But she didn't have her mech now, or even her spider - she truly was alone.

"You're so brave," she remarked, fighting to keep her voice even. "Beating up old ladies and little girls - how strong!"

She couldn't do this. She wasn't used to fighting alone. Here she was, no mech, no spider, no backup - Aunt Mai and Uncle Ben didn't even know where she was! She wasn't SP/dr here - just Peni Parker.

"Oh, we're not beating you up," the leader said. "We're just taking back what we're owed."

Pein's Spider-sense flared suddenly, and she instinctively dove to her right, as one of the leader's sidekicks tried to tackle her from the side. She hit the ground hard, feeling pebbles and rough asphalt scrape her skin. Her mind was racing at what felt like a million thoughts a second. Through her link with her spider, she sensed the mech trying to reach her, but it was slow and unsteady without a pilot, and she knew they would take too long to arrive. She hauled herself painfully to her feet, and twisted away as the second man lunged for her other side. He tripped over a crack in the asphalt as she dodged, and fell headlong on the ground.

"Go home before you get hurt," Peni called as she stabilized herself on her shaking feet. She felt the rough texture of a brick wall against her back, and desperately wished for a personal webslinger like the others had. As if summoned by her thoughts, their faces flashed through her mind - Noir, Ham, Gwen, Peter and Miles. Her people.

_Spiderman always gets up._

_A spider always gets back up._

Biting down on her lip, Peni curled her hands into fists. "Last warning," she called. Her mental link tingled, both her and her spider reaching out for each other.

The men only laughed, and stepped closer.

Once again, Peni's Spider-sense flared as the man to her left lunged. She dived to the ground again, but this time, as she fell, she twisted in midair, using all her strength to kick the man's feet out from under him. As he hit the ground with a grunt, Peni was already leaping to her feet, and spinning to face the next man. As she had anticipated, he was about to attack from her other side. She moved easily back a step, letting him launch himself through the empty space her body had just vacated. As he flew past, she turned, and followed him through with a vicious kick that sent him crashing into his fallen comrade, who had just begun to pull himself off the ground. The force of the impact pushed the pair a few feet across the rough ground, and they groaned, and went limp.

Satisfied, Peni turned to face the leader, only to find the street in front of her empty. Frowning, she moved to search for him, but was cut off by a sharp insistant shriek from every one of her senses.

_Danger!_

Before she could react, strong arms looped around her neck from behind, and she was yanked tightly up against a tall, hard body behind her.

"So this is the famous SP/dr," a hot voice hissed in her ear. Peni gasped silently, and clawed at the arms cutting off her airflow. "So pathetic…"

Trying to calm herself, Peni bit down on her lip, hard, tasting the coppery taste of blood. She drew in as deep a breath as she could muster. As swiftly and confidently as she could, she stopped trying to pull his arms off her throat, and instead jerked her head backwards, as hard as she was able, right into the soft, unprotected column of his throat. At the same time, she raised her right foot and kicked at his kneecap, hard, making sure her foot landed firmly on his toes on the way down. The man choked, released Peni abruptly, and staggered backward, massaging his throat. Peni spun, and slammed her hands on his shoulders, smashing him up against the brick wall with every ounce of her spider-enhanced strength. The bricks cracked beneath the force, and dust rained down on them from above, causing the man to break into ragged, desperate coughs.

"Pathetic," Peni told him, her voice soft and dangerous. "So what does that make you?"

She dropped him to the ground, where he curled into a shivering ball, and turned to greet her spider and mech as they stomped around the corner and onto the street.

* * *

When they were several neighborhoods away, SP/dr stopped on an empty rooftop - relatively low, only fifteen or twenty stories up, - and Peni climbed out to sit on top of the mech, with her spider on her shoulder. Forn a long moment, she tucked her knees up to her chest, and said nothing.

_I didn't think I could do it, _she finally admitted. _Fight alone, I mean. _

Her spider cooed encouragingly in her ear.

_Like, I knew I could do things myself, sure, but for most of the fighting, Aunt Mai and the others are always listening, and even when they're not, _you're _there. I never do it all on my own. _

She took a deep breath, and looked up, past the buildings and lights and smog, up to the stars, twinkling lightly above.

"But I did it," she said aloud. "I defeated them on my own."

For the first time that night, she gazed down upon the rest of the city, looking - really looking - at the skyscrapers of New York. Here were homes, here lived families, just like that old lady and her many children and grandchildren. Here - here was what she protected.

For just one instant, all the lights in the windows seemed to increase, grow brighter, until they shone from all across the city.

For just one instant, all the city lights looked like stars.


End file.
